目录见下

PART ONE
Understanding Strategic Tax Planning: A Framework 1
CHAPTER 1
A Framework for Understanding Taxes 3
How Are Taxes Important in Decision Making? 4
Types of Taxes 9
Basic Principles of Taxation 25
Sources of Tax Laws 29
Important Principles and Concepts in Tax Law 35
Savant Framework 45
CHAPTER 2
Utilizing the SAVANT Framework to Guide Tax Planning 49
Strategy 51
Anticipation 54
Value-Adding 59
Negotiating 68
Transforming 69
Putting It All Together: SAVANT Concepts Illustrated 71
PART TWO
Forming the Enterprise 75
CHAPTER 3
Choosing a Legal Entity: Risk Management, Raising Capital,
and Tax Management 77
Strategy 82
Anticipation and Timing Issues 87
Value-Adding 88
Negotiating 90
Transforming 92
Putting It All Together: Applying SAVANT to Entity Choice 95
Specialized Legal Forms 97
CHAPTER 4
Financing a New Venture 102
Internal Financing 103
External Financing: Debt versus Equity 105
PART THREE
Operating the Firm 123
CHAPTER 5
New Products: Development, Promotion, and Advertising 125
New Products and Product Improvement 125
SAVANT and Research and Development 141
CHAPTER 6
Attracting and Motivating Employees and Managers:
Company and Employee Tax Planning 144
Executive Compensation 145
Nonexecutive Employee Compensation 146
Perquisites 152
Pension and Profit Sharing Plans 153
Current and Deferred Compensation 156
Limits on Deductibility on Executive Compensation 157
Stock Options 157
Management Bonus Plans 163
Financial Statement/Finance versus Tax Strategy Trade-Offs 164
Putting It All Together: Applying SAVANT to Executive
Compensation 166
CHAPTER 7
Market Penetration: Operating in Different States 173
General Principles of State and Local Taxation 176
viii CONTENTS
Planning with Income Taxes: Manipulation of Plant,
Workforce, and Point of Sale Locations 176
Location Choice: Sourcing versus Production Platforms 185
Distribution: Planning for Sales and Use Taxes 186
Lobbying and Tax Abatements 189
Trade-Offs with Local Tax Incentives: Infrastructure,
Government Costs/Subsidies, and Other Local Costs 191
Putting It All Together: SAVANT Applied to Market
Penetration in Other States 191
CHAPTER 8
Market Penetration: Company and Employee Tax Planning
for Operating in Foreign Countries 194
Some Basics on U.S. Taxation of Overseas Operations 194
Some Basics on Taxation by Countries Other Than the
United States 197
Tax Treaties 198
Effective Tax Management 199
Putting It All Together: Penetrating Foreign Markets from a
SAVANT Perspective 216
CHAPTER 9
Operations Management 219
Production Design and process Selection 219
Inventory: Methods of Accounting and Includable Amounts 223
Strategic Capacity Planning: Plant versus People 231
Putting It All Together: Operations Management from a
SAVANT Perspective 235
CHAPTER 10
Financing Ongoing Operations and Tax Planning 239
Operating Earnings 240
Sale of Operating Assets 240
Sale of Investments 241
Short-Term Borrowing 243
Accounts Receivable 244
Decrease in Dividends 245
Stock Dividends 246
Stock Buybacks 246
Contents ix
Using Employee Stock Ownership Plans 248
Receipt of Dividends from Subsidiaries 249
Putting It All Together: Financing Ongoing Operations from a
SAVANT Perspective 254
CHAPTER 11
Capital Budgeting 259
Fixed Asset Acquisition 259
Analysis from a SAVANT Perspective 263
Putting It All Together: SAVANT Concepts Applied to
Capital Budgeting 269
Make or Buy Decisions 271
Capital Budgeting and Plant Capacity 274
Risk Considerations 279
CHAPTER 12
Financial Statement Analysis and Proactive Tax Planning 282
Segmental Analysis 282
Strategic Analysis: Using Competitor’s Tax Note and
Segmental Data 289
PART FOUR
Changing Original Form 299
CHAPTER 13
Restructuring 301
Financial Restructuring 301
Financial Restructuring in the SAVANT Framework 303
Business Restructuring 306
Legal Entity Restructuring 306
Divestitures in the SAVANT Framework 312
Selling Off Parts of the Business 312
Selling a Business to an Outside Entity 313
CHAPTER 14
Mergers and Acquisitions 319
Some General Tax Rules 320
Tax Free Mergers and Acquisitions 321
x CONTENTS
Statutory Mergers and Consolidations 322
Taxable Mergers and Acquisitions 328
Tax Planning and Acquisition Costs 331
Allocating Purchase Price 332
Financial Accounting Trade-Offs 332
Minimizing Tax Benefits 333
Leveraged Buyouts 336
Sources of Merger and Acquisition Finance 337
Defensive Strategies 339
Merger and Acquisition Activity and Scrutiny by Tax
Authorities 341
Putting It All Together: Merger and Acquisition from a
SAVANT Perspective 341
CHAPTER 15
Other Topics in Changing Original Form 344
Use of Flow-through Entities for Divestitures 344
Use of Flow-through Entities for Acquisitions 347
Liquidations 348
Buying a Subsidiary for Its Assets 353
Fighting Off Takeover Attempts with ESOPs 357
Bankruptcies 360
APPENDIX A
Basic Tax Research Skills 361
Steps in the Research Process 361
Sources of the Law 362
Getting Answers to Simple Questions 362
APPENDIX B
Present Value Analysis: Lump Sums 364
Annuities 366
Uneven Cash Flows 368
BIBLIOGRAPHY 369
INDEX

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